U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: May 31, 2001

Commission file no.: 0-26475

                            ORANGE PRODUCTIONS, INC.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

           Florida                                                 65-0790763
------------------------------------                        -------------------
(State or other jurisdiction of                             (I.R.S.Employer
incorporation or organization)                               Identification No.)

222 Lakeview Avenue, Suite 113
West Palm Beach, FL                                                  33401
---------------------------------------                       -----------------
(Address of principal executive offices)                         (Zip Code)

Issuer's telephone number: (404) 321-1192

Securities to be registered under Section 12(b) of the Act:

     Title of each class                               Name of each exchange
                                                        on which registered

           None                                                 None
-----------------------------------               -----------------------------

Securities to be registered under Section 12(g) of the Act:

                    Common Stock, $.0001 par value per share
            --------------------------------------------------------
                                (Title of class)

Copies of Communications Sent to:

                                      Donald F. Mintmire
                                      Mintmire & Associates
                                      265 Sunrise Avenue, Suite 204
                                      Palm Beach, FL 33480
                                      Tel: (561) 832-5696 - Fax: (561) 659-5371



<PAGE>



     Indicate by Check  whether the issuer (1) filed all reports  required to be
filed by Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

      Yes  X      No
          ---       ---

     As of May 31,  2001,  there were  2,054,000  shares of voting  stock of the
registrant issued and outstanding.




<PAGE>



                                     PART I

     Item 1. Financial Statements


                          INDEX TO FINANCIAL STATEMENTS



Balance Sheets..............................................................F-2

Statements of Operations....................................................F-3

Statements of Stockholders' Equity..........................................F-4

Statements of Cash Flows....................................................F-5

Notes to Financial Statements...............................................F-6



















<PAGE>


<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                                 Balance Sheets




                                                                              May 31,              February 28,
                                                                               2001                   2001
                                                                         ---------------------   ------------------
                                                                            (unaudited)
<S>                                                                      <C>                     <C>
                                     ASSETS
CURRENT ASSETS
   Cash                                                                  $                  71  $               119
   Loan and accrued interest receivable                                                  5,205                5,090
                                                                         ---------------------   ------------------

     Total current assets                                                                5,276                5,209
                                                                         ---------------------   ------------------

Total Assets                                                             $               5,276   $            5,209
                                                                         =====================   ==================

                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
   Accrued expenses                                                      $                   0   $                0
   Accrued expenses - related party                                                      4,160                4,160
   Loan and accrued interest payable - related party                                     4,002                    0
                                                                         ---------------------   ------------------

     Total current liabilities                                                           8,162                4,160
                                                                         ---------------------   ------------------

Total Liabilities                                                                        8,162                4,160
                                                                         ---------------------   ------------------

STOCKHOLDERS' EQUITY (DEFICIT)
   Preferred stock, $0.0001 par value, authorized 10,000,000 shares:
      none issued                                                                            0                    0
   Common stock, $0.0001 par value, authorized 50,000,000 shares:
      2,054,000 issued and outstanding                                                     206                  206
   Additional paid-in capital                                                           20,134               20,134
   Deficit accumulated during the development stage                                    (23,226)             (19,291)
                                                                         ---------------------   ------------------

     Total Stockholders' Equity (Deficit)                                               (2,886)               1,049
                                                                         ---------------------   ------------------

Total Liabilities and Stockholders' Equity (Deficit)                     $               5,276   $            5,209
                                                                         =====================   ==================
</TABLE>















                 The accompanying notes are an integral part of
                           the financial statements.


                                       F-2

<PAGE>


<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                            Statements of Operations
                           Three Months Ended May 31,
                                   (Unaudited)



                                                                                             Period from
                                                                                             May 20, 1998
                                                                                             (Inception)
                                                                                               through
                                                          2001               2000            May 31, 2001
                                                    ------------------- -----------------  -----------------
<S>                                                 <C>                 <C>                 <C>
Revenues                                            $                 0 $               0  $               0
                                                    ------------------- -----------------  -----------------

Expenses
   General and administrative                                        48               229              1,188
   Consulting fees - related party                                    0                 0              1,165
   Professional fees                                              4,000             4,500             18,167
   Professional fees - related party                                  0                 0              3,160
                                                    ------------------- -----------------  -----------------

        Total expenses                                            4,048             4,729             23,680
                                                    ------------------- -----------------  -----------------

Loss from operations                                             (4,048)           (4,729)           (23,680)

Other income (expense)
    Interest expense                                                 (2)                0                 (2)
    Interest income                                                 115                 0                456
                                                    ------------------- -----------------  -----------------

Net loss                                            $            (3,935)$          (4,729) $         (23,226)
                                                    =================== =================  =================
Net loss per weighted average share, basic          $             (0.01)$           (0.01)
                                                    =================== =================
Weighted average number of shares                             2,054,000         2,054,000
                                                    =================== =================
</TABLE>




















                 The accompanying notes are an integral part of
                           the financial statements.


                                       F-3

<PAGE>


<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                  Statements of Stockholders' Equity (Deficit)
            Period from May 20, 1998 (Inception) through May 31, 2001



                                                                                                   Deficit
                                                                                                  Accumulated     Total
                                                                                     Additional   During the   Stockholders'
                                               Number of     Preferred     Common      Paid-in     Development     Equity
                                                 Shares        Stock        Stock       Capital       Stage        (Deficit)
                                               ------------ ------------ ---------- ----------- -------------- --------------
<S>                                            <C>           <C>         <C>        <C>         <C>            <C>
BEGINNING BALANCE, May 20, 1998                           0  $         0 $        0 $         0 $            0 $            0

Year Ended February 28, 1999:
----------------------------
     May 1998 - services ($0.0001/sh)             1,650,500            0        165           0              0            165
     May 1998 - cash ($0.05/sh)                       4,000            0          1         199              0            200
     June 1998  - cash ($0.05/sh)                    56,000            0          6       2,794              0          2,800
     September 1998 - cash ($0.05/sh)               343,500            0         34      17,141              0         17,175

Net loss                                                  0            0          0           0         (8,663)        (8,663)
                                               ------------ ------------ ---------- ----------- -------------- --------------

BALANCE, February 28, 1999                        2,054,000            0        206      20,134         (8,663)        11,677

Year Ended February 29, 2000:
----------------------------

Net loss                                                  0            0          0           0         (3,549)        (3,549)
                                               ------------ ------------ ---------- ----------- -------------- --------------

BALANCE, February 29, 2000                        2,054,000            0        206      20,134        (12,212)         8,128

Year Ended February 28, 2001:
----------------------------

Net loss                                                  0            0          0           0         (7,079)        (7,079)
                                               ------------ ------------ ---------- ----------- -------------- --------------

BALANCE, February 28, 2001                        2,054,000            0        206      20,134        (19,291)         1,049

Three Months Ended May 31, 2001: (unaudited)
-------------------------------

Net loss                                                  0            0          0           0         (3,935)        (3,935)
                                               ------------ ------------ ---------- ----------- -------------- --------------

ENDING BALANCE, May 31, 2001
(unaudited)                                       2,054,000 $          0 $      206 $    20,134 $      (23,226)$       (2,886)
                                               ============ ============ ========== =========== ============== ==============
</TABLE>















                 The accompanying notes are an integral part of
                           the financial statements.


                                       F-4

<PAGE>


<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                            Statements of Cash Flows
                          Three Months Ended March 31,
                                   (Unaudited)



                                                                                                               Period from
                                                                                                               May 20, 1998
                                                                                                               (Inception)
                                                                                                                 through
                                                                         2001                 2000             May 31, 2001
                                                                  -------------------   ----------------- ----------------------
<S>                                                               <C>                   <C>               <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:

Net loss                                                          $            (3,935)  $          (4,729)$              (23,226)
Adjustments to reconcile net loss to net cash used by
development activities
       Stock issued in lieu of cash - related party                                 0                   0                    165
Changes in assets and liabilities
       (Increase) decrease  in accrued interest receivable                       (115)                  0                   (205)
       Increase (decrease) in accrued expenses                                      0               4,500                      0
       Increase (decrease) in accrued expenses - related party                      0                   0                  4,160
       Increase (decrease) in accrued interest payable                              2                   0                      2
                                                                  -------------------   ----------------- ----------------------

Net cash used by development activities                                        (4,048)               (229)               (19,104)
                                                                  -------------------   ----------------- ----------------------

CASH FLOW FROM INVESTING ACTIVITIES:
       Increase in issuance of loan receivable                                      0                   0                (15,000)
       Repayment of loan receivable                                                 0                   0                 10,000
                                                                  -------------------   ----------------- ----------------------

Net cash used by investing activities                                               0                   0                 (5,000)
                                                                  -------------------   ----------------- ----------------------

CASH FLOW FROM FINANCING ACTIVITIES:
       Proceeds from loan payable                                               4,000                   0                  4,000
       Proceeds from issuance of common stock                                       0                   0                 20,175
                                                                  -------------------   ----------------- ----------------------

Net cash provided by financing activities                                       4,000                   0                 24,175
                                                                  -------------------   ----------------- ----------------------

Net increase (decrease) in cash                                                   (48)               (229)                    71

CASH, beginning of period                                                         119              12,288                      0
                                                                  -------------------   ----------------- ----------------------

CASH, end of period                                               $                71   $          12,059 $                   71
                                                                  ===================   ================= ======================
</TABLE>











                 The accompanying notes are an integral part of
                           the financial statements.


                                       F-5

<PAGE>



                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                  (Information with respect to the three months
                   ended May 31, 2001 and 2000 is unaudited)


(1) Summary of Significant Accounting Principles
     The  Company Orange  Productions,  Inc. is a Florida chartered  development
          stage  corporation  which conducts  business from its  headquarters in
          Palm Beach, Florida. The Company was incorporated on May 20, 1998.

          The  Company  has not yet  engaged  in its  expected  operations.  The
          Company's future operations will be to provide graphic art services to
          various consumer groups. Current activities include raising additional
          equity and  negotiating  with potential key personnel and  facilities.
          There  is  no  assurance  that  any  benefit  will  result  from  such
          activities.  The Company will not receive any operating revenues until
          the  commencement  of operations,  but will  nevertheless  continue to
          incur expenses until then.

          The  financial  statements  have  been  prepared  in  conformity  with
          generally accepted accounting  principles.  In preparing the financial
          statements,  management is required to make estimates and  assumptions
          that affect the reported  amounts of assets and  liabilities as of the
          date  of the  statements  of  financial  condition  and  revenues  and
          expenses  for  the  period  then  ended.  Actual  results  may  differ
          significantly from those estimates.

     The  following  summarize  the more  significant  accounting  and reporting
policies and practices of the Company:

          a) Start-up costs Costs of start-up activities, including organization
          costs,  are  expensed as incurred,  in  accordance  with  Statement of
          Position (SOP) 98-5.

          b) Net loss per share Basic is  computed  by dividing  the net loss by
          the weighted  average number of common shares  outstanding  during the
          period.

          c) Interim  financial  information  The financial  statements  for the
          three months ended May 31, 2001 and 2000 are unaudited and include all
          adjustments  which in the opinion of management are necessary for fair
          presentation,  and  such  adjustments  are of a normal  and  recurring
          nature.  The results for the three months are not indicative of a full
          year results.

(2)       Stockholders'  Equity The Company has authorized  50,000,000 shares of
          $0.0001 par value  common stock and  10,000,000  shares of $0.0001 par
          value  preferred  stock.  Rights and privileges of the preferred stock
          are to be determined by the Board of Directors prior to issuance.  The
          Company  had  2,054,000  and 0 shares of common  and  preferred  stock
          issued and outstanding, respectively, at May 31, 2000. The Company, on
          May 20, 1998,  issued 1,650,500  restricted shares to its Officers and
          Directors for the value of services  rendered in  connection  with the
          organization  of the Company.  In May,  1998, the Company issued 4,000
          shares at $0.05 per share for $200 in cash. In June 1998,  the Company
          issued  56,000 shares of common stock at $0.05 per share for $2,800 in
          cash. In September  1998,  the Company  issued 343,500 shares at $0.05
          per share for $17,175 in cash.

(3)       Income Taxes Deferred income taxes (benefits) are provided for certain
          income and expenses which are recognized in different  periods for tax
          and financial reporting  purposes.  The Company has net operating loss
          carry-  forwards  for income tax  purposes of  approximately  $23,300,
          expiring $4,000, $7,100, $3,500 and $8,700 at February 28, 2022, 2021,
          2020 and 2019.

          The amount  recorded  as  deferred  tax  assets as of May 31,  2001 is
          $3,500,  which  represents  the  amount  of tax  benefit  of the  loss
          carryforward.  The  Company  has  established  a  valuation  allowance
          against  this  deferred  tax asset,  as the  Company has no history of
          profitable operations.

                                       F-6

<PAGE>


                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements


(4)       Going Concern As shown in the accompanying  financial statements,  the
          Company  incurred  a net loss of $23,300  for the period  from May 20,
          1998  (Inception)  through May 31, 2001. The ability of the Company to
          continue as a going concern is dependent  upon  commencing  operations
          and obtaining additional capital and financing.

          The financial  statements do not include any adjustments that might be
          necessary if the Company is unable to continue as a going concern. The
          Company  is  currently  seeking  financing  to allow  it to begin  its
          planned operations.

(5) Related parties
          Counsel to the Company  indirectly  owns 114,500 shares of the Company
          through the 100% sole ownership of the common stock of another company
          that has  invested in the Company.  Also,  Counsel's  adult son,  Vice
          President and Director of the Company,  directly owns 49,500 shares in
          the  Company.  The  Company's  President,   Secretary,  Treasurer  and
          Director  directly  owns a 78% interest in the Company,  consisting of
          1,601,000 shares.

          As of May 31,  2001,  the  Company  owed legal  counsel  for  services
          performed  in the amount of $3,160,  and owed the Vice  President  and
          Director of the Company $1,000 for consulting services rendered. These
          amounts are presented in Accrued expenses - related party.

          On May 29, 2001,  counsel  loaned the Company  $4,000 to cover certain
          expenses  of the  Company.  This loan is a demand  note  carrying a 9%
          interest rate.



                                       F-7





<PAGE>



Item 2. Management's Discussion and Analysis or Plan of Operation

General

     Since its inception,  the Company has conducted minimal business operations
except for  organizational and capital raising  activities.  The Company has not
realized  significant  revenues  since its inception due to the fact that it has
generally has been  inactive,  having  conducted no business  operations  except
organizational  and fund raising  activities  since its inception.  As a result,
from  inception  (May 20, 1998)  through May 31, 2001,  the Company had interest
income of $456 from loans to related parties.  Cumulative  operating expenses as
of May 31, 2001 were $23,680.  Such operating  expenses are primarily made up of
an initial start up cost  consisting  of legal,  accounting  and  administrative
costs.  The  Company  will  create  high  quality  images for a wide  variety of
applications.  It intends to  specialize  however in medical  illustration.  The
Company expects that its artwork will be used in educational textbooks,  medical
journals, anatomical charts, patient education materials and in the courtroom to
clarify medical  evidence for a jury. It may also be used in other settings such
as advertisements.

     The Company intends to retain the copyright to the artwork it creates,  and
to  therefore  reuse  images  in other  projects.  This  will  potentially  save
consumers  the time and  expense of  regenerating  images  which the Company has
already been previously hired to create.  In fact, after time, the Company hopes
to accumulate a significant library of images previously created by the Company.
Upon doing so, the Company  plans to advertise  its existing  library of graphic
images in the hopes of attracting new clients to the Company.

     The  Company  also plans to provide  such  other  services  as: a) web page
design  including:   layout,   design  and  animation,   technical  and  product
illustration; b) image compositing and retouching; and c) photo manipulation for
special  effects,  particularly in advertising.  In addition,  the Company plans
graphic design, such as brochures, logo design and textbook layout.

     To produce the artwork,  the Company will generally work  digitally,  using
the most current versions of Adobe Photoshop and Illustrator,  and Quark XPress.
These  software  programs  offer the advantage of not having to scan artwork for
placement into a layout application.

     The Company will also work  traditionally,  in pen and ink,  watercolor and
colored pencil.

     If the Company is unable to generate  sufficient revenue from operations to
implement  its  expansion  plans,  management  intends to explore all  available
alternatives  for debt and/or  equity  financing,  including  but not limited to
private and public securities offerings.  The Company has set a goal of $500,000
in business revenues in the next twelve (12) months to satisfy cash requirements
and to justify expansion plans.

     The Company will, at least  initially,  be dependent  upon Mr.  Peroulas to
develop the client base with whom to arrange funding. Mr. Peroulas has extensive
experience in the business and has managed his own business for the last two (2)
years.  While Mr.  Peroulas  has been  successful  in the past,  there can be no
assurance  that he will be successful in building the client base  necessary for
the successful operation of the Company.




<PAGE>



Plan of Operation

     If the Company is unable to generate  sufficient revenue from operations to
implement  its  expansion  plans,  management  intends to explore all  available
alternatives  for debt and/or  equity  financing,  including  but not limited to
private and public securities offerings.

     The Company filed a Form S-3 Registration  Statement  publicly  registering
2,000,000  shares of of Common Stock  pursuant to Rule 415 under the  Securities
Act of 1933 on November 1, 2000. The Form S -3 Registration  Statement was filed
with the SEC in accordance with the '33 Act and became effective on November 20,
2000. The proceeds of the offering are expected to be used to continue  business
operations  and expand the scope of the  business  with  particular  emphasis on
enhancing the Company's credit lines.

     Mr. Peroulas, at least initially, will be solely responsible for developing
OPI's business.  However, at such time, if ever, as sufficient operating capital
becomes  available,   management  expects  to  employ  additional  staffing  and
marketing personnel.  In addition, the Company expects to continuously engage in
market research in order to monitor new market trends,  seasonality  factors and
other critical information deemed relevant to OPI's business.

     In addition, at least initially,  the Company intends to operate out of the
home of Mr.  Peroulas.  Mr.  Peroulas  will  begin by  finding  clients  for the
Company. In the event the Company requires additional capital during this phase,
Mr.  Peroulas has committed to fund the operation  until such time as additional
capital is available.

     For the period from May 20, 1998  through May 31,  2001,  the Company had a
cumulative loss from operations aggregating $23,680.

Financial Condition, Capital Resources and Liquidity

     At May 31, 2001, the Company had assets  totaling $5,276 and liabilities of
$8,162 attributable to accrued expenses. During May, June & September, 1998, the
Company  issued  and sold an  aggregate  of  403,500  shares of Common  Stock to
Georgia  and Florida  residents  for cash  consideration  totaling  $20,175.  No
underwriter was employed in connection with the offering and sale of the shares.
The Company  claimed the exemption from  registration in connection with each of
the offerings  provided under Section 3(b) of the Act and Rule 504 of Regulation
D  promulgated  thereunder,  Section  10-5-9(13) of the Georgia Code and Section
517.061(11) of the Florida Code.

     The  Company has been  seeking  debt or equity  financing  in the amount of
$1,000,000.  In October 2000, the Company executed a Loan Agreement with Capital
Consultants,  Inc. ("Capital"),  as Lender, whereby Capital agreed to make loans
to the Company of up to $1,000,000 in installments  during the period commencing
with the  effective  date of the Form S-3  registration  statement and ending on
December  31,  2003  (the  "Capital  Loan  Commitment").  Under the terms of the
Capital Loan Commitment, each installment is supported by a convertible note and
security  agreement.  Further,  2,000,000  shares  are to be held by  Capital in
escrow for the potential  conversion of the notes.  The Company  granted Capital
registration  rights and was obligated to file a Form S-3 within sixty (60) days
of the agreement  covering  initially  2,000,000 shares of its Common Stock. The
S-3  Registration  statement became effective on November 20, 2000. The issuance
of the securities was made pursuant to Regulation D of the Act. The Capital Loan
Commitment, once interest payments begin to accrue, will increase both the short
or long term debt


<PAGE>



     of the  Company.  With the Capital  Loan  Commitment  it will incur  future
interest expenses. The Capital Loan Commitment,  if fully converted, will dilute
the  interest of existing  shareholders  and in the event  additional  equity is
raised,   management  may  be  required  to  dilute  the  interest  of  existing
shareholders further or forgo a substantial interest in revenues, if any. In the
event that the Company is successful in securing additional debt financing,  the
amount of such  financing,  depending upon its terms,  would increase either the
short or long term debt of the Company or both.

     The ability of the Company to continue as a going concern is dependent upon
the availability of obtaining  additional  capital and financing from such third
parties.

Net Operating Losses

     The Company  has net  operating  loss  carryforwards  of $23,300,  expiring
$8,700,  $3,500 and $7,100 and $4,000 at February 28, 2019, 2020, 2021 and 2022.
Until the Company's current operations begin to produce earnings,  it is unclear
whether the Company can utilize such carryforwards.

Forward-Looking Statements

     This Form 10-QSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-QSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures  (including the amount and nature thereof),  finding
suitable merger or acquisition candidates, expansion and growth of the Company's
business and operations, and other such matters are forward-looking  statements.
These  statements  are based on certain  assumptions  and  analyses  made by the
Company in light of its  experience  and its  perception of  historical  trends,
current conditions and expected future  developments as well as other factors it
believes are appropriate in the circumstances.  However,  whether actual results
or developments will conform with the Company's  expectations and predictions is
subject  to a number of risks and  uncertainties,  general  economic  market and
business  conditions;  the business  opportunities (or lack thereof) that may be
presented  to and pursued by the  Company;  changes in laws or  regulation;  and
other   factors,   most  of  which  are  beyond  the  control  of  the  Company.
Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary  statements and there can be no assurance that the
actual results or  developments  anticipated by the Company will be realized or,
even if substantially  realized, that they will have the expected consequence to
or effects on the Company or its business or operations.  The Company assumes no
obligations to update any such forward-looking statements.

PART II

Item 1. Legal Proceedings.

     The  Company  knows  of no legal  proceedings  to which it is a party or to
which any of its  property  is the  subject  which are  pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.




<PAGE>



Item 2. Changes in Securities and Use of Proceeds

     The Company filed a Form S-3 Registration  Statement  publicly  registering
2,000,000  shares of of Common Stock  pursuant to Rule 415 under the  Securities
Act of 1933 on November 1, 2000. The Form S -3 Registration  Statement was filed
with the SEC in accordance with the '33 Act and became effective on November 20,
2000. The proceeds of the offering are expected to be used to continue  business
operations  and expand the scope of the  business  with  particular  emphasis on
enhancing the Company's credit lines.

     The  Company has been  seeking  debt or equity  financing  in the amount of
$1,000,000.  In October 2000, the Company executed a Loan Agreement with Capital
Consultants,  Inc. ("Capital "), as Lender, whereby Capital agreed to make loans
to the Company of up to $1,000,000 in installments  during the period commencing
with the  effective  date of the Form S-3  registration  statement and ending on
December  31,  2003  (the  "Capital  Loan  Commitment").  Under the terms of the
Capital Loan Commitment, each installment is supported by a convertible note and
security  agreement.  Further,  2,000,000  shares  are to be held by  Capital in
escrow for the potential  conversion of the notes.  The Company  granted Capital
registration  rights and was obligated to file a Form S-3 within sixty (60) days
of the agreement  covering  initially  2,000,000 shares of its Common Stock. The
issuance of the  securities  was made  pursuant to  Regulation D of the Act. The
Capital Loan Commitment,  once interest payments begin to accrue,  will increase
both  the  short  or long  term  debt of the  Company.  With  the  Capital  Loan
Commitment it will incur future interest expenses.  The Capital Loan Commitment,
if fully converted, will dilute the interest of existing shareholders and in the
event  additional  equity is raised,  management  may be  required to dilute the
interest of existing  shareholders  further or forgo a  substantial  interest in
revenues,  if any.  In the event that the  Company  is  successful  in  securing
additional  debt  financing,  the amount of such  financing,  depending upon its
terms, would increase either the short or long term debt of the Company or both.

Item 3. Defaults in Senior Securities

           None

Item 4. Submission of Matters to a Vote of Security Holders.

     No matter was submitted during the quarter ending May 31, 2001,  covered by
this report to a vote of the Company's shareholders, through the solicitation of
proxies or otherwise.

Item 5. Other Information

           None




<PAGE>



Item 6. Exhibits and Reports on Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit No.     Description
--------------------------------------------------------------
3(i).1       Articles of Incorporation of OPI effective May 20, 1998(1)

3(ii).1      Bylaws of OPI(1)

99.1         Form S-3 Registration Statement Under the Securities Act of 1933(2)
----------------

(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10-SB.
(2)  Incorporated  herein by  reference  to the  Company's  Form 3  Registration
     Statement filed with the Securities and Exchange  commission on November 1,
     2000.



     (b) No  Reports on Form 8-K were filed  during  the  quarter  ended May 31,
2001.




<PAGE>



                                   SIGNATURES
                                   ----------

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                            ORANGE PRODUCTIONS, INC..
                                         (Registrant)

Date: July 12, 2001         By: /s/ Sam Peroulas
                             --------------------------------------
                            Sam Peroulas
                            President, Secretary,
                            Chief Executive Officer & Director

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

   Date               Signature               Title
   ----                 ---------             -----

July 12, 2001       By: /s/ Sam Peroulas
                    ----------------------
                    Sam Peroulas             President, Secretary,
                                             Chief Executive Officer & Director